Unregistered Sale of Equity Securities

In a private offering exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), and Rule 506 thereunder, Middlefield Banc Corp. (MBCN) completed the sale of 400,000 shares of common stock at the price of $40 per share on Wednesday, May10, 2017. The offering was to accredited investors only, without the use of a general solicitation or general advertising. The gross proceeds of the offering were $16,000,000 before compensation of $760,000 payable to the investment bank acting as placement agent.

Because the shares were sold in a private offering without registration under the Securities Act of 1933, the shares are restricted securities, as that term is defined in SEC Rule 144(a)(3). We have agreed to r egister investors resale of the shares, agreeing to file a registration statement with the SEC on Form

S-3

and to take such action as is normally required to cause the resale registration statement to become effective as promptly as practicable, but in any case within 90 days after filing with the SEC, and to maintain the effectiveness of the registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIDDLEFIELD BANC CORP.

Date: May10, 2017

/s/ James R. Heslop, II

Executive Vice President and COO

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Other recent filings from the company include the following:

MIDDLEFIELD BANC: Www.Middlefieldbank.Bank Annual Supplemental Data - Nov. 15, 2018
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